Standard Terms and Conditions of Sales
the Company means BRT SYSTEMS PTE. LTD. and applies to all regional sales offices.
the Purchaser means the person, firm or company to whom the Company may agree to sell Products.
Purchase Order means any Purchase Order issued by the Purchaser to the Company and which forms the basis of a Contract of Sale.
Products means the goods, articles or services specified in the Purchase Order, Quotation, Proforma Invoice/Order Confirmation and Invoice.
Contract of Sale means the contract for sale of the Products which contract shall be deemed to incorporate these Conditions.
Conditions means these Standard Conditions of Sale.
Prices are quoted Ex-Works (EXW Incoterms 2020) Company facility; freight and insurance prepaid or collect, in accordance with the shipping instructions as detailed on the Purchase Order. The Company will invoice the Purchaser all freight and insurance prepaid. The Purchaser agrees to pay all applicable taxes.
Any date named by the Company for delivery or despatch is given and intended as an estimate only and is not to be of the essence of the order contract. The Purchaser shall nevertheless be bound to accept and pay for, under standard terms of payment, the Products ordered whether available on or after the date stated. The Company will use all reasonable efforts to deliver Product(s) to a mutually agreeable schedule, However, delivery dates are approximate only and the company shall not be liable in any way in respect of late despatch or delivery, and such a failure shall not be deemed to be breach of contract. The risk of destruction, loss or damage in and to any of the Products from time to time sold by the Company to the Purchaser shall pass to and become the responsibility of the Purchaser immediately upon delivery of the Products to the person responsible for transportation upon leaving the Company’s warehouse for the purpose of such delivery. In the event that despatch of the Products becomes impossible through no fault of the Company, the risk shall pass to the Purchaser upon intimation that the Products are ready for despatch
Except as otherwise agreed to between the parties in writing, term of payment are T/T in advance. The Company shall have the right in its absolute discretion following non-observance of the above terms of payment to terminate without notice any prior agreement to supply Products to the Purchaser or to refuse or limit the amount of credit to be given to the Purchaser. The Company may at its sole discretion require full payment of the Products prior to shipment or may refuse to ship Product and terminate any Purchase Order outstanding without liability to either the Company or the Purchaser. Interest shall accrue on amounts not paid in accordance with the above terms of payment, daily, at the rate of 2.0% per month. The Company reserves the right at any time to revoke any credit extended to the Purchaser because of the Purchaser’s failure to pay an invoice when due or for any other similar reason and to suspend any subsequent shipments until the Purchaser’s account is current.
In the event that the Purchaser alleges that it has received defective or damaged Products, the Purchaser must inform the Company in writing within thirty (30) days of date of receipt of the Products, failing which all claims shall be deemed to be waived and the goods to have been accepted by the Purchaser. This written notice must include the part number of the Products, a description of the characteristics which are not satisfactory, and with any further unique reference numbers that may appear on the packaging of the Products.
Upon review and approval of the written notice by the Company, the Company will issue a Return Material Authorisation number, which allows the Purchaser to return the defective goods to a facility or location directed by the Company, and provide any reasonably requested assistance. Upon receipt of the entire quantity of defective material, the Company will replace the Products on a like-for-like basis, or at the discretion of the Purchaser, will issue credit to the Purchaser’s account with the Company.
The issuance of debit notes by the Purchaser while awaiting a potential credit on damaged or defective parts will not be accepted by the Company as having discharged the liability of the debt incurred on the issuance of the original invoice.
Claims for shortage of delivery of Products will not be entertained unless a separate written notice is given to the Company within five (5) days of date of receipt of the Products. Where the terms of delivery are freight collect the Company cannot accept any liability for the actions of the Purchaser’s designated freight forwarder or carrier and as such no claim may be made against the Company for such shortage.
No claim by the Purchaser in respect of certain Products whether in one or more orders shall be accepted as a reason for cancellation of any other orders or the remainder of any order part of which is subject to the claim.
Products supplied by the Company must be stored, carried, processed, installed or otherwise handled or dealt with in accordance with the Company’s published instructions, and in accordance with normal safety procedures for the handling of the Products and the Company shall not be liable for any loss, damage, injury or expense arising out of the Products or their condition if this is not done.
The Company shall not be liable to replace any Products rejected only on the grounds of immaterial imperfections or variations in the manufacturing process. The Company provides no warranty for Product(s) purchased through unauthorized sales channels.
Orders may be cancelled only with the prior written consent of the Company. Cancellations may be subject to, at the sole discretion of the Company, a minimum ten- percent (10%) cancellation charge. The Company has the right to revise prices of any orders for Products not cancelled and make adjustment for any quantity discount that is not available as a result of any cancellation.
The Company will not accept the return of any Products without the Company’s prior written permission. In issuing credit for returns the Company reserves the right to deduct a minimum handling charge of fifteen percent (15%) of the net selling price of the Products.
Unless expressly authorized in writing by the Company, the Purchaser shall not resell the Product(s). If the Purchaser breaches the terms of this paragraph, in addition to the Company’s cancellation rights, the Purchaser agrees to fully indemnify the Company, its officers, employees and distributors from any and all resulting liability, including attorneys’ fees and costs.
Under no circumstances whatsoever shall the Company be liable for any consequential loss (including, but without limitation to the foregoing, loss of profits, increased production costs, loss of data, loss of business, revenue, goodwill and anticipated savings) or damage or loss of any property other than as stated herein howsoever and whatsoever arising. Any express or implied conditions, statement, warranty, statutory or otherwise, are hereby excluded save where such exclusions are invalidated by Statute.
The Company shall not be responsible to the Purchaser or any customer or prospective customer of the Purchaser in respect of delay in delivery by reason of industrial dispute, riot, mob, fire, flood, war, shortage of labour, power, fuel, materials or transportation (whether experienced by the Company or any sub-contractor thereof), act of regulatory authority or any other circumstances out with the control of the Company. In the event of any delivery to the Purchaser being delayed by a period in excess of three months due to any one or more of governmental action, international trade embargo or civil or international war, hostilities or disruption, the Company shall without any liability to the Purchaser or any other party whether for consequential damage or otherwise, be entitled to cancel the relevant order or part thereof so delayed and unexecuted as at the date of such cancellation, provided however that the Company shall be prepared to enter into discussions with the Purchaser with a view to agreeing a new price for the order or part thereof cancelled , such price taking into account the increase in costs sustained by the Company during or in consequence of such delay.
Where Buyer returns any Products to Seller claiming breach of the warranty provided under this section, and in the reasonable opinion of Seller the Products are found not to breach the warranty provided hereunder, then Seller shall be entitled to claim reimbursement of any costs associated with the examination of the returned Products.
All tooling shall be and remain the property of the Company.
Notwithstanding the passing of risk under Clause 4 above, unless and until payment shall have been made to the Company in full in respect of all goods comprised in the Products delivered or to be delivered to the Purchaser and comprised in the Contract of Sale and in respect of all and any other goods comprised in the Products supplied or to be supplied by the Company under this contract or under any other contract between the Purchaser and the Company, property in and title to all such goods shall remain with the Company and the following provisions of this clause shall be applicable:
Notwithstanding the passing of risk under Clause 4 above, in addition to any right of lien which the Company may be by law entitled, the Company shall (in the event of the Purchaser’s insolvency) be entitled to a general lien on all goods of the Purchaser in the Company’s possession although such goods or some of them have been paid for ( in respect of the unpaid purchase price of any other Products sold delivered to the Purchaser by the Company under the same or any other contract).
No amendment of, or addition to, or waiver of any of the terms and conditions stated herein shall be binding upon the Company unless expressly accepted by the Company in writing. Waiver by Company of any specific term or condition contained herein shall not be construed as waiver of any other term or condition.
All intellectual property in the Products manufactured and supplied by the Company including, but without limitation to the foregoing, patents, copyright, trademarks, design rights and know-how is and shall remain the sole property of the Company. The Purchaser specifically acknowledges that they have no intellectual property, of whatsoever nature, in Products manufactured and supplied by the Company. The Purchaser undertakes not to copy, reverse engineer, decompile or disassemble any Products supplied by the Company, or any part thereof, except with the express, prior written consent of the Company, which consent may at the sole discretion of the Company be withheld or given subject to such conditions as the Company may see fit to impose.
19.1 The Company shall be entitled at any time following the occurrence of one or more of the events specified in Clause 19.2:
19.2 The events referred to in Clause 19.1 are:
The whole rights and remedies of the Company in terms of these Conditions shall not be prejudiced or derogated from in any way by the failure of the Company whether on one or more occasions to exercise any of said rights and remedies, or by its agreement whether on one or more occasions not to exercise any of said rights and remedies.
In the event that any or any part of these Conditions shall be determined to be invalid, unlawful or unenforceable to any extent, such conditions or provision shall be severed from the remaining conditions which shall continue to be valid and enforceable to the fullest extent permitted by law.
Unless otherwise noted, Products sold by the Company are not designed, intended or authorized for use as a critical component in life support, life sustaining, nuclear, or other applications in which the failure of such Products could reasonably be expected to result in personal injury, loss of life or catastrophic property damage. If the Purchaser uses or sells the Products for use in any such applications: (1) the Purchaser acknowledges that such use or sale is at the Purchaser’s sole risk; (2) the Purchaser agrees that the Company is not liable, in whole or in part, for any claim or damage arising from such use; and (3) the Purchaser agrees to indemnify, defend and hold the Company harmless from and against any and all claims, damages, losses, costs, expenses and liabilities arising out of or in connection with such use or sale.
The entirety of this Agreement shall be governed by the law of the Company local’s jurisdiction.
BRT Systems Pte Ltd (BRTSys) provides cutting-edge IoT solutions that drive operational excellence and deliver significant cost-value benefits with two families of solutions: IoTPortal and PanL
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